Henan Zhongyuan Expressway Company Limited(600020)
Rules of procedure of the board of directors
Chapter I General Provisions
Article 1 in order to further standardize the discussion methods and decision-making procedures of the board of directors of Henan Zhongyuan Expressway Company Limited(600020) (hereinafter referred to as “the company”), promote the directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors, These rules are formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange, the Henan Zhongyuan Expressway Company Limited(600020) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions.
Article 2 the board of directors may establish special committees on strategy, audit, remuneration and assessment in accordance with relevant regulations and resolutions of the general meeting of shareholders, and the special committees shall be responsible to the board of directors.
Article 3 the board of directors has a secretariat to handle the daily affairs of the board of directors. The Secretary of the board of directors or securities affairs representative shall also be the head of the Secretariat of the board of directors and keep the seals of the board of directors and the Secretariat of the board of directors. Chapter II proceedings of the board of directors
Article 4 the meetings of the board of directors are divided into regular meetings and interim meetings.
Article 5 the board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors, and all directors and supervisors shall be notified in writing 10 days before the meeting is held.
Article 6 before issuing the notice of convening the regular meeting of the board of directors, the Secretariat of the board of directors shall fully solicit the opinions of all directors, preliminarily form the meeting proposal and submit it to the chairman for formulation. The chairman of the board of directors shall, as necessary, seek the opinions of the general manager and other senior managers of the company before formulating a proposal.
Article 7 shareholders representing more than 1 / 10 of the voting rights, more than 1 / 3 of the directors or the board of supervisors may propose to convene an interim meeting of the board of directors. The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Article 8 the board of directors shall convene an interim meeting of the board of directors and notify all directors and supervisors by hand, e-mail or fax 5 days before the meeting.
Article 9 Where an interim meeting of the board of directors is proposed in accordance with the provisions of the preceding article, a written proposal signed (sealed) by the proposer shall be submitted to the chairman through the Secretariat of the board of directors or directly. The written proposal shall specify the following items:
(I) the name of the proposer;
(II) the reasons for the proposal or the objective reasons on which the proposal is based;
(III) propose the time or time limit, place and method of the meeting;
(IV) clear and specific proposals;
(V) contact information and proposal date of the proposer.
The contents of the proposal shall be within the scope of the board of directors’ functions and powers specified in the articles of association, and the materials related to the proposal shall be submitted together.
After receiving the above written proposals and relevant materials, the Secretariat of the board of directors shall transmit them to the chairman of the board of directors on the same day. If the chairman of the Board considers that the content of the proposal is not clear, specific or the relevant materials are insufficient, he may require the proposer to modify or supplement it.
The chairman of the board of directors shall convene and preside over the meeting of the board of directors within 10 days after receiving the proposal.
Article 10 the meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable or fails to perform his duties, the vice chairman shall convene and preside over the meeting; If there is no vice chairman or the vice chairman is unable to perform his duties or fails to perform his duties, a director jointly elected by more than half of the directors shall convene and preside over the meeting.
Article 11 for convening regular and interim meetings of the board of directors, the Secretariat of the board of directors shall submit the written notice of the meeting stamped with the seal of the Secretariat of the board of directors to all directors and supervisors, the general manager and the Secretary of the board of directors by direct delivery, fax, e-mail or other means 10 and 5 days in advance respectively. If it is not delivered directly, it shall also be confirmed by telephone and recorded accordingly.
In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the meeting notice may be sent by telephone or other oral means at any time, but the convener shall make an explanation at the meeting.
Article 12 the notice of the meeting of the board of directors shall include the following contents:
(I) date and place of the meeting;
(II) duration of the meeting;
(III) reasons and topics;
(IV) date of notice.
Article 13 after the written meeting notice of the regular meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the meeting proposal, a written change notice shall be issued three days before the originally scheduled meeting to explain the situation and the relevant contents and materials of the new proposal. If it is less than three days, the date of the meeting shall be postponed accordingly or the meeting shall be held on schedule after obtaining the approval of all directors attending the meeting.
After the notice of the interim meeting of the board of directors is issued, if it is necessary to change the time, place and other matters of the meeting or add, change or cancel the proposal of the meeting, it shall obtain the approval of all directors attending the meeting in advance and make corresponding records.
Article 14 the meeting of the board of directors shall be held only when more than half of the directors are present. When the relevant directors refuse to attend or are lazy to attend the meeting, resulting in failure to meet the minimum number of people required for the meeting, the chairman and the Secretary of the board of directors shall report to the regulatory authority in time.
The supervisors of the company shall attend the meetings of the board of directors as nonvoting delegates; If the general manager and the Secretary of the board of directors do not concurrently serve as directors, they shall attend the meetings of the board of directors as nonvoting delegates. If the chairman of the meeting deems it necessary, he may notify other relevant personnel to attend the meeting of the board of directors as nonvoting delegates. Article 15 in principle, directors shall attend the meeting of the board of directors in person. If he is unable to attend the meeting for some reason, he shall review the meeting materials in advance, form a clear opinion, and entrust other directors in writing to attend the meeting on his behalf.
The power of attorney shall state:
(I) the names of the trustor and the trustee;
(II) brief comments of the client on each proposal;
(III) the scope of authorization of the trustor and instructions on the voting intention of the proposal;
(IV) signature and date of the client.
If other directors are entrusted to sign written confirmation opinions on behalf of the regular report, special authorization shall be made in the power of attorney.
The entrusted director shall submit a written power of attorney to the chairman of the meeting and explain the entrusted attendance on the attendance book of the meeting.
If a director fails to attend the meeting of the board of directors or entrust a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 16 entrustment and entrustment to attend the meeting of the board of directors shall follow the following principles:
(I) when considering related party transactions, non related directors shall not entrust related directors to attend on their behalf; Affiliated directors shall not accept the entrustment of non affiliated directors;
(II) independent directors shall not entrust non independent directors to attend on their behalf, and non independent directors shall not accept the entrustment of independent directors;
(III) a director shall not fully entrust other directors to attend on his behalf without stating his personal opinions and voting intention on the proposal, and the relevant directors shall not accept the entrustment with full authorization and unclear authorization. (IV) a director shall not accept the entrustment of more than two directors, nor shall a director entrust a director who has accepted the entrustment of two other directors to attend on his behalf.
Article 17 the board meeting shall be held on site. If necessary, the meeting can also be held by fax with the consent of the convener (host) and the proposer on the premise of ensuring that the directors can fully express their opinions.
For the board meeting held off-site, the number of directors attending the meeting shall be calculated on the basis of the effective votes actually received by fax within the specified time limit.
Article 18 the chairman of the meeting shall request the directors attending the board meeting to express clear opinions on various proposals.
For proposals that require prior approval of independent directors according to regulations, the meeting host shall designate an independent director to read out the written approval opinions reached by independent directors before discussing relevant proposals.
If a director obstructs the normal progress of the meeting or affects the speeches of other directors, the chairman of the meeting shall stop it in time.
Unless unanimously agreed by all directors present at the meeting, the board meeting shall not vote on the proposal not included in the meeting notice. If a director is entrusted by other directors to attend the board meeting on his behalf, he shall not vote on the proposal not included in the meeting notice on behalf of other directors.
Article 19 the directors shall carefully read the relevant meeting materials and express their opinions independently and prudently on the basis of full understanding of the situation.
Before the meeting, the directors may ask the Secretariat of the board of directors, the convener of the meeting, the general manager and other senior managers, various special committees, accounting firms, law firms and other relevant personnel and institutions for the information required for decision-making, or suggest to the moderator that the representatives of the above personnel and institutions be invited to attend the meeting to explain the relevant situation.
Article 20 after full discussion of each proposal, the chairman shall timely submit it to the directors attending the meeting for voting. Voting at the meeting shall be conducted in the form of one person, one vote and in the form of registered and written voting.
The voting intentions of directors are divided into consent, objection and waiver. The directors attending the meeting shall choose one of the above intentions. If they fail to choose or choose more than two intentions at the same time, the chairman of the meeting shall require the relevant directors to choose again. If they refuse to choose, they shall be deemed to have abstained; Those who leave the venue halfway and do not return without making a choice shall be deemed to have abstained. Article 21 after the voting of the directors attending the meeting is completed, the securities affairs representative and the relevant staff of the Secretariat of the board of directors shall timely collect the voting votes of the directors and submit them to the Secretary of the board of directors for statistics under the supervision of a supervisor or independent director.
If a meeting is held on site, the host of the meeting shall announce the statistical results on the spot; In other cases, the chairman of the meeting shall require the Secretary of the board of directors to notify the directors of the voting results before the next working day after the end of the specified voting time limit.
If a director votes after the chairman of the meeting announces the voting results or after the specified voting time limit expires, the voting situation shall not be counted.
Article 22 in addition to the circumstances specified in Article 23 of these rules, if the board of directors deliberates and adopts the meeting proposal and forms relevant resolutions, more than half of all directors of the company must vote in favor of the proposal. Where laws, administrative regulations and the articles of association stipulate that the formation of a resolution by the board of directors should obtain the consent of more directors, such provisions shall prevail.
In accordance with the provisions of the articles of association, the board of directors shall make a resolution on the guarantee within its authority. Unless more than half of all directors of the company agree, it must also be approved by more than two-thirds of the directors present at the meeting.
In case of any contradiction between the contents and meanings of different resolutions, the later resolution shall prevail.
Article 23 under the following circumstances, the directors shall withdraw from voting on relevant proposals:
(I) circumstances under which directors should withdraw as stipulated in the Listing Rules of Shanghai Stock Exchange;
(II) circumstances that the directors themselves think should be avoided;
(III) other circumstances specified in the articles of association that must be avoided due to the connection between the directors and the enterprise involved in the meeting proposal.
In the case that the directors avoid voting, the relevant board meeting can be held when more than half of the unrelated directors are present, and the formation of a resolution must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the meeting is less than three, they shall not vote on the relevant proposal, but shall submit the matter to the general meeting of shareholders for deliberation.
Article 24 the board of directors shall act in strict accordance with the authorization of the general meeting of shareholders and the articles of association, and shall not form resolutions beyond its authority.
Article 25 If the board of directors needs to make a resolution on the company’s profit distribution, it may first notify the certified public accountant of the distribution plan to be submitted to the board of directors for deliberation, and require him to issue a draft audit report accordingly (other financial data except those related to distribution have been determined). After making the distribution resolution, the board of directors shall require the certified public accountant to issue a formal audit report, and then the board of directors shall make a resolution on other related matters in the periodic report according to the formal audit report issued by the certified public accountant.
Article 26 If the proposal is not adopted, the board meeting shall not consider the proposal with the same content within one month without significant changes in relevant conditions and factors.
Article 27 If more than half of the directors or two or more independent directors attending the meeting think that the proposal is not clear and specific, or they are unable to judge the relevant matters due to insufficient meeting materials and other reasons, the chairman of the meeting shall request the meeting to suspend the voting on the topic. The directors who propose to suspend voting shall put forward clear requirements for the conditions that should be met when the proposal is submitted for review again.
Article 28 the whole process of the board meeting may be recorded as necessary.
Article 29 the Secretary of the board of directors shall arrange the staff of the Secretariat of the board of directors to make records of the meetings of the board of directors. The minutes of the meeting shall include the following contents:
(I) the date and place of the meeting and the name of the convener;
(II) the names of the directors present and the directors (agents) entrusted to attend the board of directors; (III) agenda of the meeting;
(IV) key points of directors’ speech;
(V) voting method and result of each resolution (the voting result shall indicate the number of votes in favor, against or abstaining).
Article 30 in addition to the minutes of the meeting, the Secretary of the board of directors may also arrange the staff of the Secretariat of the board of directors to make brief minutes of the meeting according to the needs, and make separate records of the resolutions formed by the meeting according to the statistical voting results.
Article 31 the directors attending the meeting shall sign and confirm the meeting minutes and resolution records on behalf of themselves and the directors entrusted to attend the meeting on their behalf. If the directors have different opinions on the meeting minutes or resolution records, they may make a written explanation when signing. When necessary, it shall report to the regulatory authority in time, or make a public statement.
If a director neither signs for confirmation in accordance with the provisions of the preceding paragraph, nor makes a written explanation of his different opinions, or reports to the regulatory authority or makes a public statement, he shall be deemed to fully agree with the contents of the meeting minutes and resolution records. Article 32 the announcement of the resolution of the board of directors shall be handled by the Secretary of the board of directors in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange. Before the announcement of the resolution is disclosed, the attending directors, non voting participants, records and service personnel shall be obliged to keep the contents of the resolution confidential.
Article 33 The chairman of the board of directors shall supervise and urge relevant personnel to implement the resolutions of the board of directors, inspect the implementation of the resolutions, and report the implementation of the formed resolutions at the subsequent meetings of the board of directors.
Article 34 the meeting archives of the board of directors, including the meeting notice and meeting materials, the meeting attendance book, the power of attorney of the directors to attend the meeting on their behalf, the recording materials of the meeting, the voting votes, the meeting minutes signed and confirmed by the directors attending the meeting, the meeting minutes, the resolution records, the resolution announcement, etc., shall be kept by the Secretary of the board of directors.
The archives of the board meeting shall be kept for 30 years.
Chapter III supplementary provisions
Article 35 in these rules, “above” includes this number.
Article 36 the board of directors of the company shall be responsible for the interpretation of these rules.
Article 37 these Rules shall come into force after being approved by the general meeting of shareholders of the company.
